Last Stand
by Takianna
Summary: A very AU look at what would've happened if Padme had taken an active role in rescuing Anakin from the dark side.
1. Chapter 1

_Author's note: This is a story that Ghost-of-Tatooine and I wrote together. She has always been generous enough to be my Padme. This is a very AU look at what could've happened if Padme was able to stop Anakin from doing all those things. It came from a conversation we had about what we thought Padme would've done, in our minds. We believed her to be a strong woman who would've fought for her husband no matter what the physical cost to her. We hope that you enjoy!_

**Chapter 1**

She remembered spending several frightful hours alone, and watching in despair and helplessness as flames consumed the Jedi Temple. The building had stood for countless years as a symbol of strength and freedom, yet now from across the distance which separated that building and her own apartment, she watched with stunned disbelief as thick gray smoke consumed the temple walls.

And, Anakin was there.

She hadn't heard from him that day. For some odd reason, she hadn't been able to get a simple com-link through.

But she knew.

Padmé did not possess that mystical energy known as the Force, but she shared an intense bond with Anakin nonetheless. It was this connection which allowed her to somehow sense his pain; he had been weeping. But there was more, much more behind the pain; something in Anakin so angry and dark that she couldn't put a name to it any more than she could explain how she was able to sense it in the first place.

She didn't know how long she could stand it; watching with such helplessness while Anakin fought for his life inside the smoldering temple. There had to be something she could do. Picking up her cloak, she tossed it carelessly over her shoulders and headed for the door.

Rex was sweating inside of his armor and that was unusual, but he had also run five city blocks, fairly quickly. It was his duty to make sure that his former general was safe. Safe from the insanity which was happening now. Although, somewhere deep inside of him, he knew that Anakin was no longer here, Rex also needed to make sure that Senator Amidala was safe. She had surely seen all the commotion over at the Jedi temple and he knew that she would be worried.

**...**

He knocked timidly at first. Not very clone like, but he didn't want to scare her and he knew that she would be jumpy. Rex tapped again, louder this time and the door slid open to reveal the protocol droid the senator had started to use as her butler.

"May I help you?" it asked Rex in a very high pitched voice.

"I'm here to see the senator," Rex growled through the filter in his helmet. He didn't dare remove it now because if the others of the 501st noted that he was out checking up on people, he would be executed as quickly as the Jedi were being. Traitors to the other side weren't looked upon well.

Traitor. It's the first time he had even said it in his head, but that was what he was and he knew it. He had refused to shoot down the Jedi. The Jedi who he had served along side during a war that claimed so many of them and so many of his brothers. He wasn't going to take their lives. They had protected him during the time when he had been on the battlefield. Now was not the time to turn his gun on them because of an order that was supposed to be a question-less program inside of his head.

"Right this way," the protocol droid said and scurried towards where Padme was standing.

"Senator," Rex said and pulled his helmet from his head, the sweat running down his face. "I'm here to help."


	2. Chapter 2

Padme' took one last hurried glance back towards the temple through the view from her balcony, hoping desperately that there had been some trick of light, something wrong with her eyes perhaps; anything to prove to her that what she had been witnessing wasn't actually happening. It was unthinkable, the one place in the entire universe which stood as a symbol of safety and security was crumbling to the ground.

Her eyes hadn't deceived her after all.

But… why?

Why were there no fire ships circling the sky?

Why wasn't anyone doing something?

Anything…Nothing made sense.

It was the sound of someone pounding on the door which brought her out of the bewilderment she'd been experiencing once more. The urgent rapping caused her heart to leap up into her throat.

Anakin!

She ran into the living area just as 3PO approached, a clone by his side. Padmé looked quickly past them, but there was no one else there. It was then that her heart seemed to fall into the pit of her stomach.

"Captain?"

She questioned as he removed his helmet, unable to keep the tremble from her voice. Padmé wasn't well acquainted with any of those who served in the Clone Army. In fact, if it had been up to her, such an army wouldn't exist at all, but she knew Rex and she liked him. He had been the go-between for herself and Anakin, passing along messages when Anakin hadn't been able to see her personally.

"Help?"

I don't understand.

What's going on?"

As she spoke, she quickly made her way towards the door.

"We have to get to the temple.

Rex," her hands were shaking so badly that it took her a few more precious seconds to key open the door. She paused beside the open doorway.

"Have you seen Anakin? Is he alright?"

**...**

Rex reached out a gloved hand and stopped her. He wanted to tell her what was going on, before she rushed out onto the streets and saw for herself. Even though he had not entered the temple with the others from the 501st, Rex had seen the images inside of his HUD. He knew where Anakin was and he didn't really have the heart to tell Senator Amidala exactly what his former general was doing. It would break her heart, he knew.

"Let me explain," Rex said in a calm voice which he used on the battlefield although on the inside his guts were twisting inside of his skin."There are things going on over there that you need to know about before we go," Rex said and noted the expansion of her stomach. "In the condition you're in, I don't think this surprise would be good for you."

Anakin had never come out and told him. Never said to Rex that he was expecting a child with the senator, but you would have to be a rookie not to see how her expanding waistline coincided with the time that Anakin had been on leave during the Clone Wars. Rex knew enough about marriage and the human condition to understand what had been going on when Anakin had disappeared all those times and never had an answer about where he had been. Rex had always been a good Captain though and never asked and always covered for Anakin when he needed it.

"Order 66: In the event of Jedi officers acting against the interests of the Republic, and after receiving specific orders verified as coming directly from the Supreme Commander or Chancellor, GAR commanders will remove those officers by lethal force, and command of the GAR will revert to the Supreme Commander until a new command structure is established," Rex rattled off in complete military precision. The orders were all engrained in his mind. All he had to do was mentally go through the catalog and find the one that pertained to any situation. This just happened to be the one that pertained to the current situation. "The order has been executed," Rex said in a hushed tone. "Anakin is at the temple right now, leading the 501st."

Rex, being the leader of the 501st, felt his stomach knot. He should be there with his men, giving them the advice and leadership they needed, but he couldn't. His finger would not pull the trigger against small children who were stuck in the temple. There was no proof that these innocent jedi had ever had anything but the Republic's best interest in mind. In his mind, Rex knew he was doing the right thing. If there was anyone who could speak to Anakin, or whoever he was, Rex knew Senator Amidala was the person.

"I will get you into the temple," he finally said. "I will make sure that no harm comes to you and your unborn child. It's up to you to speak to Anakin." Rex moved to her side and held her elbow. He knew that she would need physical support after everything he had just said. It was a lot to take in, even if you knew what the orders were before they were executed sometimes it still came as a surprise when they were enacted."Can you be strong for him?" Rex asked knowing that everything hinged on her abilities to speak with Anakin, not just with words, but with her heart. Rex wished he had someone who cared that much for him and would take him away from the hell that Coruscant would surely become.


	3. Chapter 3

When it was all said and done, Padmé was ultimately grateful that Rex came to stand beside her offering support because in that moment she felt the floor tilt beneath her feet. From the instant he started to explain, she experienced every dreadful emotion the human heart could know, every horrific sensation too horrible to label because they were normally reserved for nightmare images that only the most terrified mind could devise. She could not make her own mind comprehend the words of the Order which Rex relayed to her.

Why?

Why would there even be the need for a command issued in the event of the Jedi acting against the Republic?

And, with lethal force?

Against the Jedi?

By the very men they had fought beside for so many days, months, years?

"How..?"

Her mouth formed the word but no sound came. She wanted to ask the clone standing before her how these men could follow such an order so blindly. How could they murder those who fought beside them, protected and died for them? How could they believe that the Jedi would ever act against the very institution that countless of their kind had protected for immeasurable years? Padme' could form no sound however, because Rex continued speaking, and what he said brought further grief to her heart; unconscionable anguish and terror.

Anakin was leading the 501st.

Anakin.

No.

No.

This could not be.

Who then created this elaborate scheme to try and deceive her?

Who ordered this clone to torment her with his words of deception..?

She was clutching his arm before she was even aware of performing the act. Padme' took one step back, letting her arm fall numbly to her side as she stared up at Rex. "No," she whispered, shaking her head as she continued to step away. "Why? Why would you do this? It..it can't be."

She stared up into his eyes, searching for that slight flicker of dishonesty she had learned to read in others gleaned through political experience, but she saw none; only sorrow, regret and a mixture of other raw emotions which she could not name.

How could he know?

How could he stand there and calmly inform her that the one being she loved more than life itself was destroying everything he had, they had, believed in and fought so hard to preserve?

How could he know that his words had crushed her soul, taking something from her that could never be restored? How could he know that the tears which rained down her cheeks were not for herself but for Anakin; for all the Jedi who had been and were being destroyed? How could the universe survive without them? How could she survive without _**him**_?

"I…"

Her hand flew to her mouth as Padme' abruptly rushed towards the refresher. She made it just in time. Falling to her knees, she bent her head over the toilet and retched all the venomous poison from her soul.

Anakin..

Anakin..

She shut her eyes briefly and whispered his name. She would have given up anything, everything to have him beside her in that moment; to erase Rex's words from her mind; to pretend those words never existed. It was then that the captain's concluding remarks found their way through the haziness which had enveloped her mind, creeping past the shock and fear which had gripped her heart. She was the only one who could break through the veil of darkness which had surrounded Anakin. If only he would listen.

Padmé slowly came to her feet and quickly splashed cold water on her face. There was no time, no time to waste. She felt the weight of the world on her shoulders, and truly that was where it rested. She had to be strong; stronger than she could have imagined possible.

The senator forced herself to re-enter the living area. She was thankful for Rex, but she knew that she would always hate the sight of that face; so many, all of them the same, murdering all that was virtuous in the galaxy. She did not question him as to why he had disobeyed the order. She felt that she knew and besides it didn't matter now. All that mattered was getting to Anakin and stopping him somehow. Her heart grew cold as she wondered if her love was strong enough to defeat the darkness.

"Take me there," was all she managed as the two exited the apartment.

**...**

The pain and hate bubbled inside of his body causing his vision to cloud. Anakin didn't even feel as though he was connected with his body anymore, he was merely an outside spectator to what the hate inside of him was carrying out inside the Jedi temple. The blade of his lightsaber whirled and slashed under the power of the hate cutting a path through the Jedi who were resisting.

It had to be the hate and not him. He needed it to be the hate. To think that his two hands were capable of the carnage he saw all around him was hard to come to terms with inside his mind. But he was doing it for Padme and no one else. He would make sure she was safe, no matter the cost.

As he savagely cut down all those in front of him, he remembered where he had last seen them. Maybe they had passed him in the great hall or somewhere else inside of the temple, never suspecting that when the time came, one of their own (the chosen one) would strike them down where they stood. The hate smiled inside his chest where his heart should be. It was happy.

Anakin turned a corner and trotted down yet another hall, following the 501st men as they continued trying to use their blasters to take down the Jedi. They got in a few lucky shots, but Anakin was the bringer of death to the all those who dwelt in the temple. He called out for one of the younger Jedi running from him and as he soared high into the air to intercept the teen, a smiled curled around his lips. He was powerful.

It was true. The hate fed the fire of strength inside of his body. Every muscle worked together to give him the optimal results. It felt good to know that his body would respond in the best possible manner. As his feet hit the smooth marble floor soundlessly, his lightsaber was up and spinning, chopping off first the right hand and then the left of the teen. Anakin noted the pain and hate in the child's eyes, but smiled arrogantly. "Don't worry," Anakin said smugly. "I hear it doesn't hurt at all."

In one fell swoop, Anakin brought his lightsaber up and cleaved the child's head in two, smiling the whole time.

Anakin followed the 501st on, but was disheartened that he hadn't seen Rex among the group he had amassed to assault the temple. Where could his captain be at this hour? Something didn't sit right with Anakin. Rex was not known to be absent for a mission. Maybe he had been killed already. Or maybe he was walking a path of betrayal. The rage surged inside of Anakin. He was probably with her. Jealousy colored his eye sight a red hue. Rex had helped them keep their secret and now he was keeping his own secret. How dare he touch what Anakin had given all of his being to protect. Rex would pay…


	4. Chapter 4

_A/N: Many people have asked if Rex has defected in this story. This story rises from a conversation we had about what if Padme had gotten to Anakin. Our best device at the time was to use Rex. We imagined a time when Anakin had trusted him enough to be a messenger between himself and the senator. We also imagined that Rex would not follow so blindly orders to strike down those people who had been their friends on the battlefield. Of course, this is all our idea. It's a little different, but pretty fun to write together._

She was strong, he knew, but he wasn't sure what kind of mind tricks Anakin would be playing with her. Rex respected everything that Anakin stood for, but at this point, the thing torturing all of those in the temple, had lost everything that Rex had ever given and he couldn't give anymore.

Rex threw his helmet back on and pulled one of his blasters from it's holster. He flickered through the HUD display of what his boys were doing in the temple. The pictures brought sickness to his stomach where it festered. He watched as Anakin continued through the temple cutting down those who were still standing after the 501st laid down the cover fire. He thought he even sensed happiness in the former Jedi's voice as he taunted his prey.

"If we are stopped," Rex said through the filter in his helmet. "Let me do the talking. Just agree with me."

Rex snaked out in front of Padme and turned towards the main air transport platform. The good thing about Senator Amidala being with him was that she was not restricted in flying and could use her private shuttle any time, no matter what.

"Which one?" Rex asked seeing the row of shuttles anchored to the platform. He followed the finger she was pointing towards the shuttle that was hers. He'd been in a similar shuttle the first time he had knocked on her door to deliver a message. It had been sent to pick him up. He had to explain that a million times to the boys. They thought he was carrying on a secret affair with a person in a high position. He didn't mind though. Rex had been loyal and willing to take the brunt of all the conversations and rumors to help General Skywalker. It was what he was trained to do.

Rex stood outside of the shuttle and ushered the senator inside. He checked over his shoulder to make sure they were not being followed. The shock troopers, the clones who were serving the senate, had heard the command and were ruthlessly hunting those who were trying to aid the jedi. Rex didn't feel like throwing down a fire fight here on the landing platform, especially with the senator in the shuttle just begging to be a target.

Luckily, no one had been on the platform. "These stupid droids," Rex said and popped the panel on the droid. He had to override it so that he could fly himself. It wouldn't do them any good to program in the coordinates and show up right at the temple. He knew that he was already under a lot of scrutiny and it wouldn't do anyone any good just to show up right on the Temple's doorstep especially now that his boys had an itchy trigger finger and were willing to shoot about anybody.

Finishing the patch, Rex began the task of piloting them towards the quadrant that held the temple. He would set down about 1/2 a block away. Judging from the senator's inability to run, he would have to make sure to find a secluded place so they could begin their walk to the temple. Noting several places on the map that was on his HUD, he headed for the first place and found that it was filled with debris of a crashed speeder. It looked as if some of the Jedi were trying to get away.

The second place turned out to be perfect and he eased the shuttle down on the pavement. "We are going to walk the rest of the way," Rex said helping her to stand. "You gonna be alright?" It was a rhetorical question and he moved on to the doors, checking both ways, he signaled for the senator to disembark from the shuttle and then headed towards the lower level entrance of the temple. He was going to have to use everything he could think of to get her inside.

For one, Rex was easy to discern from the other 501st due to the kama he wore. Plus his helmet had been customized to denote him from the other troopers. "Hold this for a second," Rex said handing the blaster to the senator. It looked giant in her small hands. He pulled off his utility belt and stripped the kama from his waist. Looking around, he tried to see where the nearest 501st bucket was and didn't see any this far out. He replaced his utility belt and holster and took the blaster back.

"Keep and eye out for a helmet," he said inching closer to the temple. He would have to blend in to be able to get her inside. He would also need to continue checking the HUD, although he hated it, to see where Anakin was at that moment. Last check, the general was in the Jedi achieves laying waste to everything he could find. Evidently he hated knowledge too.

Finally, mere steps from the temple, Rex noted a helmet. Of course, he had to clean it out before he could put it on, but luckily it wasn't bloody and merely a head. Rex pulled his own helmet from his head and handed it to the senator. Cycling through the HUD display he felt uncomfortable in a helmet that wasn't his, but he wasn't doing this for himself.

"I won't need that one anymore," Rex admitted to the senator and held out his hand. He placed the helmet under a pile of debris which was nearby to make sure it wasn't found. "Give me your hand," he said putting out his gloved hand. "Now don't let go, no matter what. The lower levels are all cleaned out and we just need to get up to the main council chamber now. It seems Anakin is alone in there and has made the men wait outside. You can't lose track of me because with this on, I look like the rest."

Rex turned the faceless helmet to her and swallowed hard. He had no fear for himself. The bile he felt rising in his throat was for her. His one job in all of the short life he had come down to this. This would change the course of everything and he had to make sure that she was delivered to Anakin safely and soundly.


	5. Chapter 5

Somehow Rex managed to find a somewhat deserted area to walk through and that in itself proved just how different things were inside the temple. Normally there would be any number of Jedi walking these corridors, now they were silent; silent except for the muted sound of gunfire off in the distance and an occasional muffled cry. The senator found that she never needed the stoic mask of the politician as much as she did right now, trying to close her ears to the sound of combat and suffering. To think that Anakin was responsible….

There was a part of Padme' that knew Rex's words were valid, yet another part of her which kept hoping that somehow he was wrong; somehow this would all prove to be a vastly horrible mistake; that Anakin was not killing Jedi but fighting along side of them against the clone invasion. Her heart refused to let her believe otherwise.

Padme' wrapped her fingers tightly around Rex's hand, holding on as though her life depended on it. It touched her deeply to realize all that he was sacrificing simply by bringing her here. She knew that, alone, she would have never made it this far. It was an entirely strange and uncomfortable sensation, to wonder who, if anyone, you could trust. Strange even for a politician who had been taught to never give her trust lightly. But there were enemies all around them.

The senator kept her glance straight ahead, her eyes focused on Rex's tall back. She knew that to do otherwise, to look off into the distance on either side of where they now walked, would only let her see the robed figures laying prone on the floor, lifeless bodies of the Jedi who had fallen there. She'd already caught a glimpse of that very thing. A horrible image of a dead padawan caught unwittingly through peripheral vision; a sight she never wanted to view again but one that would live in her memory nonetheless.

...

Rex felt her gripping his hand and was glad for the human contact. As they continued through the temple, he could feel his stomach growing more and more nauseated at the carnage left behind. Being a soldier he was used to death, but this was not necessary death. Rex knew the Jedi had not been trying to overthrow the government. In fact, they were the ones who lead all those campaigns to keep the Seps at bay and that had been tantamount to preserving the Republic. He could never believe they were traitors. In his heart, he knew that there was more to this than most people wanted to know or would ever find out.

Blaster fire came raining down from one of the top level balconies and a small thin Twi'lek Jedi flew across the floor meters in front of Rex. She was clearly shot in the back. His men weren't even being good soldiers at this point and it made him sick. They would never have shot anyone else in the back.

Pulling the senator's hand, Rex moved towards one of the inside doors and opened it. He checked to make sure it was secure before ushering Padme inside. "You don't need to see that," Rex said breathing heavily, although he couldn't really figure out why. He'd been under fire before and his body had never betrayed him like this. His head was spinning and he was finding it hard to think. "Let me take a minute to get my bearings and we will head up the spire," he said flicking through his HUD display and maintaining a watch for anyone who might be entering the room. He was familiar with the temple, but under fire and duress, his mind wasn't being as clear as he was normally.

According to the latest readout on the temple schematics, there should be a turbolift towards the back of the next room. The problem was getting the senator to the next room safely. Sighing out loud, Rex shifted inside of his armor feeling the weight on his body. He was starting to feel sore and tired. This was not war and his body knew it. The stress was getting to him.

"In the next room," Rex said holding his blaster level in case someone burst into the door. "There is a turbolift towards the back of the room. I'm not saying that it will be operational because of the fire, but we have to try to get you there." It sounded impossible to his ears and he was sure that he didn't sound that easy to the senator either. What would he do if the turbolift was inoperable? It wasn't like he could go sauntering right through the line and get her upstairs. There was no other option.

"We are just gonna move as quickly as is comfortable for you," Rex said making sure that she was going to okay with the move. If it had just been him, he was pretty sure he would've already been up to the top of the spire with no one the wiser. The senator was unable to move as quickly as he was and he had to take that into account when planning the exit.

Cracking the door, Rex peered out to both corners making sure that no surprises were lurking. As he opened the door further, he heard it and almost jumped out of his skin. He hoped that the small jump was not perceptible past his armor. "Where are you taking this civilian, soldier?" the voice, his voice, said from just behind the door. He almost shook with the chill that ran through his body, but he didn't release the senator's hand from his and he slowly lowered his blaster, turning to face the clone. Rex was sure if the helmet were taken off, he would know the soldier. It made him even sicker to his stomach.

"She has information about hidden Jedi which is important to General Skywalker," Rex said keeping his tone very military. He didn't have to believe it; he just had to make the other soldier believe it. This was when all the training on how to enter buildings stealthily would come in handy. "I would suggest taking the stairs to the first bank of turbolifts," the soldier said helpfully. "The ones down here are all knocked out."

Rex breathed a sigh of relief to himself. He was sweating again and he knew it wasn't from the heat in the building. For the first time in a very long time, he was scared. "Thank you sir," Rex said noting the insignia, which to most eyes was unnoticeable, and then taking off towards the stairs.

"Just stay calm," Rex said as quietly as he could to the senator noting that her hand was trembling inside of his gloved one. As they headed up the stairs, there was a calm silence. It was eerie. Rex walked to the bank of turbolifts and pressed the up button and waited for the car to arrive at their level. They were going to go all the way to the top, he hoped, with no stops.

When the door swished open, several troopers piled out of the car, and past the two without much of a look. Rex let the senator enter first and then the doors closed behind them. They were safe for the moment. "It only gets worse from here," Rex said to her, not turning to look at her because the holocams were still surely working because the power grid was still up and running. "No matter what, stay with me. If they shoot at me, find cover and find Anakin after it's all clear. Leave me, if you have to. I'm a soldier and I will be fine." Rex tried to keep the panic from his voice. Going into this battle, he felt as though he would not be winner. He just hoped he was wrong.

As the doors to the turbolift slid open, Rex checked and saw no one in the hall. He decided, at that moment to let the senator cross ahead of him and he would bring up the rear. It seemed like such a short distance to the final destination of their trip and he saw no harm in letting her be first. She would be protected though, it was his mission. He clicked through the views on his HUD and didn't really see anyone whose perspective was close to where they were and he believed he would do the most good keeping a look out down one of the intersecting halls. Rex retrieved his second blaster and held them both out at arms length waiting for whatever may come their way. They were so close now and the senator was moving quickly towards the council chamber door.


	6. Chapter 6

It was only a short distance across the hall and into the Jedi Council Chamber, but it was the longest walk she had ever taken. Padme looked up at Rex, smiling slightly, hoping he truly realized what his actions meant, not only to her but very likely to the rest of the Republic as a whole. If only she could get through to Anakin and stop this madness.

There were only a few more steps to go now; a few more steps to pass through that threshold where they believed Anakin to be. What she wondered would she see when the chamber door slid open to admit her? Padme' refused to let herself dwell on that thought though because it would immobilize her if she let it and there was far too much at stake.

Captain Rex was walking closely behind her and for that she found herself yet again grateful for his presence, for him. For the kind of man he had become in his short life; someone full of honor and principle. When this was all over, she would make sure that he was rewarded as he so richly deserved with the highest commendation the Republic could bestow; the medal of honor.

...

Rex stole a look over his shoulder to check on the senator's progress and that was when he was taken by surprise. He heard the blaster fire and his helmeted head snapped around to see two of his own men firing upon him. It was slow motion and he could see the two blue blaster bolts coming down the hallway towards himself and the senator. He had to protect her because she was the only one who could make this all stop for all of the clones and Jedi who were still inside the temple fighting. She alone held the key to Anakin's mind and heart. This was his calling. This, he knew in his gut, was how he was meant to go.

Standing with his shoulders squared and facing the shots as they barreled towards him, Rex waited. He was sure he was tall enough to guard the senator just with his body. His arms fell to his side as he refused to fire on his men. The men he loved with his whole heart and had spent this time leading into battle. These were the men he had stood with in chow line, who he had complained with about the lousy accommodations and spent his off time with. These were Anakin's men too and they were following an order he could not ever follow. He could not cut them down for just following orders.

The bolts hit him square in the chest and although he had been in many live fire drills, it was like nothing he had ever felt before. His chest seemed to cave in and the breath that he was taking in was blown out of his body. He noted that his feet lifted from the ground and he was propelled back and into the senator. Rex hoped he didn't hurt her in any way. She was a prized package that he had to make sure was delivered. He coughed once and knew that his chest was filling with blood. He felt a little dribble from his mouth. Arms and legs were useless now and he felt himself going limp and heading straight for the floor. He was thankful for the gentle arms that tried to help ease his way down.


End file.
